STANDARD TERMS AND CONDITIONS

 

1. DEFINITIONS

 

Agreed Deductions
  1. Customer Winnings.
  2. Cost of any incentives, promotions or bonuses redeemed by a customer.
  3. manual adjustments, free bets, promotional cash offers, and any other credits granted by Operator.
  4. cancelled or void bets
  5. Chargebacks;
  6. charges levied by electronic payment or credit ard organizations.
  7. Customer bad debts
  8. monies attributable to fraud;
  9. Gambling Taxes;
  10. any payments to third party software providers including any royalty or revenue share which the Operator must pay to a third party in order to lawfully exploit any technology other product used to operate the Sportsbook/Bet, Poker, Gaming, Bingo, Vegas and/or Casino products) or jackpot contribution which the Operator must pay; and
  11. any return, credit, compensation or refunds provided by the Operator to a Customer.

Chargeback

The reversal of a deposit of money made by the Customer by the payment method provider utilised by the Operator, including adjustments for fraud and bad debts.

Confidential Information
  1. information marked as confidential by the is closing party
  2. information which the reasonable person would consider to be confidential; and
  3. the terms and conditions of this Agreement.

Customer

 A user who signs up with the Operator and

  1. is accepted by the Operator as a customer and successfully completes any applicable account sign up or erification procedure that the Operator may require and who
  2. has an Affiliated Cookie attached and who is not currently, nor was previously a customer of the Operator, and/or 
  3. is not currently, nor was previously a customer of DAZN or a customer; of a DAZN Group Company

For the avoidance of doubt, a customer excludes users who have been subsequently tagged by another acquisition solution in the period between visiting the Platform and registering on the Operator’s Website(s).

Customer Winnings

Means monies paid out to Customers by the Operator as   winnings.

 

Data Protection Legislation

Data Protection Act 2018, the General Data Protection Regulation 2016/679 and any other applicable data protection legislation or regulation in the Territory.

DAZN

DAZN Group Limited incorporated in England and Wales under company registration number 06324278 whose registered address is 12 Hammersmith Grove, London, England, W6  7AP.

 

Gambling Taxes

Any tax, duty or levy payable by the Operator to any authority in the Territory in respect of bets, stakes, rakes or entry fees received from Customers, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent.

Group

In respect of a party, the ultimate holding company of that company, together with every subsidiary of that holding company at the date of this Agreement;

a company is a “subsidiary” of another company, its “holding company”, if the other company

  1. holds a majority of voting rights in it;
  2. is a member of it and has the right to appoint or remove a majority of it's board of directors; or
  3. is a member of it and controls, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it or the right to appoint or remove a majority of its board of directors.

Group Company

In relation to a company, any member of its Group.

Intellectual Property Rights

All copyright and other intellectual property rights, whether registered or not, howsoever arising and in whatever media,  (whether registered or unregistered), including, without limitation, patent rights, trade and service marks, database rights, moral rights, rights in trade names, logos and design rights and any applications for the protection or registration of these rights and all renewals and extensions of them throughout the world.

Affiliated Cookie

The cookie dropped by the Operator tracking that is used to identify the origin of a user as being from the Affiliate Link.

App

The mobile application.

Link

Any affiliated link to the Operator Platforms.

Platforms

The website Better Collective Publishing Network and other websites controlled by the Affiliate that may be agreed from time to time, including any mobile, web or tablet version, and the App (subject to, the integration and availability of the Operator API for betting).

Operator API

The Operator’s API that allows users to directly access and transact with the Operator’s betting services, market odds and account services, which shall include the Tech Data Operator API requirements set out in Schedule A.

 

Operator Information

XML feeds of the Operator’s market odds, the Operator API (subject to availability) and other information relating to the Operator Platform including but not limited to events, participants, odds, possible outcomes, special offers, terms and conditions.

Operator Logo

The logo,trademark,trade name and other design of the Operator (including all Intellectual Property Rights there in) supplied by the Operator to the Affiliate from time to time.

Operator Marketing Guidelines

The Operator's marketing guidelines as updated by the Operator from time to time. The latest version of which is set out in Schedule B.

Operator Platforms

The Operator Website(s) specified in the Principal Terms and any mobile web or tablet version and any mobile application available in the Territory.

Revenue(s)

Revenues shall be calculated per product (as applicable) as follows:

30% of all NGR on new players for a 2 year period

 

2. SERVICES

2.1 For the duration of the Term, the Affiliate will:

2.1.1 integrate  the Operator Information on the Platforms within the Territory and link such Operator Information to the Operator Platforms in a way that shall be no less prominent than similar information supplied by  other operators.  

unless otherwise expressly stated in the Principal Terms, or otherwise agreed in writing between the  parties. 

2.1.2 incorporate and continually display the most up to date Operator Information in such a way that it shall be no less prominent than similar information supplied by other operators and integrated into the Tables, subject to the positions agreed under this  Agreement. 

2.1.3 not alter the form, location or operation of the Operator Information in a manner that would result in a breach of Clause 2.1.1 and/or Clause 2.1.2 above without the Operator’s prior written consent;

2.1.4 make available the QuickBet feature;

2.1.5 not place any Links on pages of the Platforms aimed at persons under the age of 18 years or otherwise target such persons for gambling- related services;

2.1.6 incorporate the functionality to allow users to link from the Platforms to the relevant pages of the Operator Websites;

2.1.7 upon the Operator’s request, immediately remove any marketing activity promoting the Operator or the Operator Websites on the Platforms or on other advertising channels within the Affiliate’s control;

2.1.8 work with the Operator to maintain the Links;

2.1.9 directly target users and promote the Operator Platforms in the Territory only;

2.1.10 comply with the Operator Marketing Guidelines; and

2.1.11 respond to emails sent by employees of the Operator, with an average per calendar month first email response time during the Response Hours of no greater than thirty

(30) minutes. Emails sent outside of the Response Hours will be deemed to have been received at the start of the next Response Hours period.

Response Hours:

Mon - Fri, 7am - 10pm GMT Saturday, 8am - 10pm GMT Sunday, 8:30am – 8:30pm GMT

2.2 The Affiliate shall not:

2.2.1 place the Links on websites other than the Platforms without the Operator’s prior written consent;

2.2.2 offer any special benefits or other incentives (including, for example, any payment) to any person for using the Links on the Platforms to access the Operator Websites;

2.2.3 other than in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Operator’s Websites unless otherwise agreed between the parties;

2.2.4 artificially increase (or attempt to so do) monies payable to it by the Operator;

2.2.5 attempt to intercept, redirect or otherwise interfere with traffic (including, without limitation, via user-installed software) from or on any website that participates in the Operator’s affiliate programme;

2.2.6 solicit non-member affiliates (termed "sub-affiliates") to distribute offers and claim commission on such activities. is prohibited from starting a sub-affiliate  network using the Operator’s offers and media assets without the Operator’s express written consent in advance; or

2.2.7 directly and knowingly refer visitors from the Operator’s Websites or Customers who it suspects are likely to abuse promotions or services available on the Operator’s Websites.

2.3 A breach of Clauses 2.1 and/or 2.3 shall amount to a material breach for the purposes of Clause 11.2.

3. OPERATOR OBLIGATIONS

3.1 For the duration of the Term, the Operator will:

3.1.1 pay the fees set out in the Principal Terms in accordance with Clause 4 below;

3.1.2 provide and agree the content of the site inventory sponsorship campaigns with the Affiliate in accordance with the Principal Terms;

3.1.3 ensure that the Affiliated Cookie is attached to a user for a minimum period of 30 days from the date that such user first comes to the Operator Platforms  via a Link unless such user subsequently visits a third party site and is allocated another Operator affiliated cookie;

3.1.4 provide the Operator Information to the Affiliate in a mutually agreed format, which will, for the avoidance of doubt, include the Operator API if it is developed by the Operator; and

3.1.5 work with the Affiliate to maintain the Links.

4. PAYMENT TERMS

4.1 All fees shall be paid monthly and the Operator shall make payment to the Affiliate within forty five (45) days of the date of an undisputed invoice or receipt of the same, whichever is later, subject to receipt from the Affiliate of a  valid tax invoice.

4.2 The Revenue Share shall be calculated separately by the Revenue for each product. For the avoidance of doubt, any other fees paid or payable by the Operator under this Agreement shall not be included in the calculation of Revenue Share.

4.3 Unless otherwise expressly stated in this Agreement, the Revenue Share shall be paid for all Customers for the period from the Commencement Date until such Customer ceases to be a registered customer of the Operator on expiry or termination of this Agreement (whichever is earlier).

4.4 All fees, charges and spend specified are exclusive of local taxes and VAT which are payable by the Operator in addition to the extent that they apply at the then current and applicable rate.

4.5 Interest on late payments will be charged at the rate of 2% above the base rate of Lloyds Bank plc from time to time per annum.

4.6 The Operator shall be under no obligation to pay any CPA with respect to any Customers who are blocked or suspended by the Operator or any of its affiliates for any reason (including, without limitation, for reasons of fraud, bonus abuse or any failure to validate the end-user account).

4.7 Should a Customer cease to be a registered customer of the Operator as a result of the Customer failing the Operator’s source of funds checks or by not satisfying any additional verification procedures or other due diligence required by the Operator from time to time (a Ceased Customer), then Revenue Share shall no longer be payable to the Affiliate in relation  to this Ceased Customer from the first day of the month that the Customer becomes a Ceased Customer. For the avoidance of doubt, any Revenue Share paid or payable prior to the first day of the month that the Customer becomes a Ceased Customer shall remain payable to the Affiliate and Operator shall have no right to seek clawback of any Revenue Share already paid in respect of this Customer to the Affiliate. This is without prejudice to the Agreed Deductions as set out in Clause 1 (Definitions) of this Agreement and any references throughout the Agreement to Agreed Deductions, which, notwithstanding this Clause 4.7, shall continue to apply.

5. REPORTING

5.1 The Operator shall use commercially reasonable endeavors, within fifteen (15) days of the end of each calendar month during the Term,  to provide the Affiliate with a monthly statement setting out reasonable operating information on a per Territory and per Operator Platform basis.

6. AUDIT

6.1 In the event of an underpayment, the Affiliate may invoice the Operator for the shortfall and  the Operator shall pay such invoice within thirty (30) days of date of invoice.

6.2 In the event of an overpayment, the overpaid amount will be deducted from the total due to the Affiliate under the next invoice issued by to the Operator.

6.3 The Operator will have the right once per annum to audit the Affiliates customer records for the purposes of ensuring compliance with this agreement.

7. WARRANTIES & INDEMNITY

7.1 The Operator warrants that:

7.1.1 it has the requisite power and authority to enter into this Agreement and to perform fully its obligations hereunder;

7.1.2 the use or possession of the Operator Information and Operator Logo by the Affiliate  in accordance with this Agreement does not and will not during the Term infringe the Intellectual Property Rights of any third party;

7.1.3 the country of residency specified in the Principal Terms is the country in which the services provided by the Affiliate under this Agreement are received by the Operator (i.e. the place in which the Operator has the necessary human and technical services for the receipt of the supply) and the Affiliate shall invoice for VAT (if applicable) on that basis;

7.1.4 the act of advertising of the Operator Platforms is currently, and will for the duration of the Term remain, legal in the Territory;

7.1.5 it has obtained and shall maintain all necessary licences and consents to operate the Operator Platforms in the Territory and shall comply with all applicable laws and regulations;

7.1.6 it will account and report fully and accurately to the Affiliate with respect to the fees; and

7.1.7 the Operator Information does not and will not contain anything that is offensive, blasphemous, defamatory, obscene, menacing or directly targeted at any person aged under 18.

7.2 The Affiliate warrants that:

7.2.1 it has the requisite power and authority to enter into this Agreement and to perform fully its obligations hereunder;

7.2.2 it will at all times follow the instructions of the Operator with respect to any advertising or marketing activities it undertakes;

7.2.3 the Platforms do not and will not during the Term infringe the Intellectual Property Rights of any third  party. 

7.2.4 it has obtained and shall maintain all necessary licences and consents to operate the Platforms and shall comply with all applicable laws and  regulations. 

7.2.5 the services will be carried out with reasonable care and  skill. 

7.2.6 it shall comply with the Data Protection Legislation. It shall inform users of the Affiliate’s website that tracking technology will be installed on their hard drive if he/she clicks on the Links. The Affiliate hereby acknowledges that all data relating to Customer’s accounts with the Operator shall be and remain the exclusive property of the Operator. In the event the Affiliate does gain access to personal data relating to Customer’s accounts with the Operator, such access will be   in  the Affiliate’s capacity as a data processor only and the Affiliate will be required  to enter into a separate data processing agreement with the Operator; and

7.2.7 it shall comply with its confidentiality obligations pursuant to Clause 10 of this Agreement.

7.3 The Affiliate shall indemnify and keep indemnified the Operator against all claims, demands, losses, damages, liabilities, costs and expenses (including reasonable legal fees and related costs) arising out of or in connection with: 

7.3.1 any breach by it of any of the warranties set out in Clause 7.2 above; and

7.3.2 any activity it undertakes which places the Operator in breach of its licenced conditions and regulatory obligations in any territory within which it operates.

8. LIMITATION OF LIABILITY

8.1 Both parties acknowledge that due to the nature of the Internet the other party cannot guarantee uninterrupted access to their website and cannot guarantee that users will only access the Platforms from within the Territory. To the maximum extent permitted by law, the Operator and the Affiliate exclude all warranties with respect to the operation of the respective web sites as regards functionality, quality, uninterrupted functionality or fitness for the intended purpose.

8.2 The Affiliate gives no warranty as to the accuracy of the information contained on the Platforms and the Affiliate shall not be liable for any loss, damage, expenses, claims or other liability arising directly or indirectly out of any person’s reliance on or use of any content of the Operator Platforms.

8.3 Neither party shall be liable to the other for any indirect, special or consequential loss, or loss of profits or revenue or loss of reputation or goodwill or other economic loss arising from any breach of these terms, save that any loss of profits which are reasonably foreseeable and flow naturally from any breach shall be considered direct loss and therefore recoverable. Notwithstanding this, neither party’s liability to the other arising in connection with this Agreement (whether in contract, tort or otherwise) shall exceed the total fees due to the Affiliate under this Agreement, except in respect of a third party claim or regulatory action (including fines) arising from a breach of Clauses 4, 7.2.5, 10 and 12 for which liability shall be capped at three times the total fees due to the Affiliate under this Agreement.

8.4 The Affiliates liability as detailed in clause 7.3 above shall be uncapped. 

9. INTELLECTUAL PROPERTY & DATA PROTECTION

9.1 All Intellectual Property Rights in the Operator Platforms, the Operator Information, the Operator Logos and all other Intellectual Property Rights owned by the Operator shall remain the property of the Operator.

9.2 All Intellectual Property Rights in the Affiliate services, Platforms and all other Intellectual Property Rights owned by the Affiliate shall remain the property of the Affiliate.

9.3 The Operator hereby grants to Affiliate a non-exclusive, non-transferable, revocable, worldwide, royalty free licence to use, market, distribute, reproduce, display, transmit and promote solely during the Term of this Agreement for the purpose of the Affiliate carrying out its obligations under this Agreement:

9.3.1 the Operator Information; and

9.3.2 the Operator Logo.

9.4 This licence cannot be sub-licensed, assigned or otherwise transferred by the Affiliate without the Operator’s prior written approval and will be automatically terminate upon the termination of this Agreement for any reason.

9.5 Each party warrants to the other that it is properly notified under all applicable Data Protection Legislation to the extent required for the processing of personal data required in the performance of this Agreement. Each party shall be responsible for the collection, processing and secure storage of personal data provided directly to such party in accordance with all applicable Data Protection Legislation and nothing in this Agreement shall require the parties to share or otherwise transfer such personal data.

10. CONFIDENTIALITY

10.1 The obligations contained in this Clause 10 shall survive termination of this Agreement.

10.2 To the maximum extent permitted by law each party expressly undertakes to keep confidential all Confidential Information of the other party. All tangible materials containing Confidential Information are the property of the disclosing party and will be returned or destroyed at the written option and in accordance with the written instructions of the disclosing party.

10.3 The foregoing obligations shall not apply to the extent that the receiving party can demonstrate that the Confidential Information of the disclosing party:

10.3.1 was in the public domain and was available at the time of disclosure or thereafter enters the public domain and is available through no improper action or omission of the receiving party; or

10.3.2 was in the possession of or known by the receiving party prior to receipt from the disclosing party; or

10.3.3 was rightfully disclosed to the receiving party by another person without restriction; or

10.3.4 is independently developed by the receiving party without access to the Confidential Information of the disclosing party.

11. TERM & TERMINATION

11.1 Subject to Clause 11.2 and 11.3, this Agreement shall come into effect on the Commencement Date and  shall continue for the Term, after which the term shall continue until either party serves the other with seven (7) days prior written notice of termination.

11.2 Either party may terminate this Agreement at any time during the Term with immediate effect by notice in writing in the following circumstances:

11.2.1 the other party commits an irremediable material breach of any of its obligations pursuant to this Agreement; or

11.2.2 the other party commits a remediable material breach of any of its obligations under this Agreement which is not remedied within 30 days of service of written notice specifying the breach and requesting remedy of it; or

11.2.3 the other party enters into liquidation whether compulsory or voluntary (save for the purpose of solvent reconstruction or amalgamation) or passes a resolution for winding-up (save as aforesaid) or is unable to pay or has no reasonable prospect of being able to pay its debts or has a receiver or administrative receiver appointed over any of its assets.

11.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement without cause at any time during the Term by giving not less than seven (7) days written notice to the other party.

11.4 Following termination of this Agreement for whatever reason, the Operator shall continue to pay to Affiliate the Revenue Share as set out in Clause 4.3 of this Agreement.     Any other provisions of this Agreement which are expressly stated to survive termination or by their nature require performance after termination shall survive any termination of this Agreement.

11.5 The Affiliate agrees that upon termination of this Agreement for any reason, it shall remove all of the Links and any other trademarks or content owned, developed, licensed or created by the Operator and/or provided to it by the Operator in connection with this Agreement from the Platforms and all rights and licences granted to it in this Agreement shall immediately terminate.

11.6 Termination of this Agreement for any reason will be without prejudice to the rights of the parties accrued as at the date of termination.

12. COMPLIANCE WITH CERTAIN LAWS AND MARKETING RESPONSIBILITIES

12.1 In accordance with the terms of the licence conditions and codes of practice of the Great British Gambling Commission (the Commission), the Operator is required to ensure that third parties  shall, and therefore the Affiliate shall, undertake:

12.1.1 to conduct itself in so far as it carries out any activities on behalf of the Operator as if it was bound by the same licence conditions and subject to the same codes of practice as the Operator. 

12.1.2 to comply with any applicable technical standards for remote gambling systems as may be set by the  Commission. 

12.1.3 to provide such information to the Operator as it may reasonably require in order to enable the Operator to comply with its information reporting and other obligations to the Commission; and

12.1.4 not to encourage players to play longer or wager more than the player might otherwise do.

12.2 The Operator may immediately, without any liability, terminate this Agreement if the Affiliate is in breach of Clause 12.1.

12.3 The Affiliate is solely responsible for its own marketing and promotional activities and it shall  carry out such activities in a responsible manner, complying with all applicable laws, regulations and advertising codes.

13. GENERAL

13.1 Notices – All notices shall be in writing and shall be validly served if sent by email to the relationship manager and legal counsel of the other party and no undelivered report is received by the sender.

13.2 Entire Agreement – This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes and extinguishes any prior drafts, and all previous contracts, arrangements, representations, warranties of any nature between the parties relating to its subject matter, whether or not in writing.

13.3 Assignment – Neither party may assign, novate or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed) save that where a party assigns, novates or otherwise transfers any of its rights and obligations under this Agreement to a Group Company and the other party’s rights under this Agreement shall not be diminished in any way by reason of such assignment, novation or other transfer of rights and obligations, provided that such rights shall only apply to the Operator Websites specified in this Agreement.

13.4 Amendments – A purported variation of this Agreement is not effective unless in writing signed by behalf duly authorised signatory of each of the parties.

13.5 No waiver –

13.5.1 A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy; and

13.5.2 A waiver by either party of any breach of or default under this Agreement shall not be considered a waiver of a preceding or subsequent breach or default.

13.6 Third parties – Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

13.7 Counterparts – This Agreement may be executed in separate counterparts each of which when executed and delivered is an original, but the counterparts constitute the same document.

13.8 Force Majeure – If one party’s business is suspended, interrupted or restricted as a result of any fire, explosion, flood, accident, act of terrorism, intervention of government or other authority, failure of technical facilities including without limitation internet failures, computer equipment failures, telecommunication equipment or service failures or electrical power failures or any cause beyond such party’s reasonable control, such party shall not be in breach of the Agreement provided always that either the party shall be entitled by giving notice in writing to the other to terminate the Agreement without prejudice to any accrued rights of either party in the event that such period of suspension, interruption or restriction continues for fourteen days or more. 

13.9 Governing law & Jurisdiction –

13.9.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

The courts of England shall have exclusive jurisdiction to determine any dispute arising in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).